1994 AGN JUN 21 I16 - Laserfiche WebLink

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City of Colton UGC Consulting Professional services Agreement All invoices will be addressed to: City of Colton Electric Utility 650 North La Cadena Drive Colton, CA 92324 Attention: Mr. Nitin Modi 6. TERMINATION OF AGREEMENT CLIENT shall have the right to terminate this Agreement at any time for CLIENT's convenience by giving 5 working days written notice of such to CONSULTANT. Upon receiving notice of termination, CONSULTANT shall discontinue the work on the date and to the extent specified in the notice and place no further orders for subservices except as needed to continue any portion of the work which was not terminated. CONSULTANT shall also make every reasonable effort to cancel, upon terms satisfactory to CLIENT, all orders or subcontracts related to the terminated work. If this Agreement is terminated for CLIENT's convenience after CONSULTANT has commenced any work, mobilization, or other off-site activities under this Agreement. CONSULTANT will be paid its actual incurred costs, including administrative and general overhead costs and demobilization costs, determined in accordance with generally accepted accounting principles consistently applied, provided that if compensation under this Agreement is on a time and materials basis, CONSULTANT will be compensated at the quoted rates. 7. CONFIDENTIALITY OF INFORMATION The parties acknowledge that in the course of this Agreement they will have access to, and/or will be in possession of, Confidential Information of the other. "Confidential Information" shall mean information regarded by that party as confidential, including, but not limited to, information relating to its past, present, or future research, development, or business affairs; future project purchases; any proprietary products, materials, or methodologies: all items prepared for and submitted to CLIENT in connection with work performed under this Agreement, including drafts and associated material: and any other information marked confidential at the time of disclosure by that party. Each party shall exhibit all good faith to hold in confidence, in the same manner as it holds its own confidential information of like kind, all Confidential Information of the other to which it may have access hereunder. Access to Confidential Information shall be restricted to those of the party's personnel with a need to know and engaged in a permitted use. CONSULTANT deliverable products marked confidential shall neither be exhibited nor distributed in any way to parties external to CLIENT. The foregoing shall not prohibit or limit either party's use of information including, but not limited to, ideas, concepts, know-how, techniques, and methodologies (i) previously known to it, (ii) independently developed by it, (iii) acquired by it from a third party without continuing restriction on use, or (iv) which is, or becomes, publicly available through no breach of this Agreement. The parties hereto agree and acknowledge that any such Confidential Information shall be considered for all purposes confidential and privileged information under any local, state, or federal law -3-